Hartleib Question

Hartleib: (Anyone else with answers feel free to comment.)

I know you've been involved as an investor in the industry for a long time, but I don't fully understand the entire background. Can you explain your position to me? I would prefer a couple of sentences, as opposed to a document pasted into the thread.

Do you believe that Sirius brought an interoperable receiver to market and simply never activated it? If so, what receiver is it that you think is interoperable?

Is your position that Sirius management hurt shareholders by overpaying in the merger exchange, because they could have taken XM's subscriber base if they simply used a interoperable radio?

I keep hearing about a previous lawsuit from shareholders that you had some involvement in (preventing?). What was that?

Yes. And it was a sham class action that would have caused shareholders to lose all rights. Also it would have indemnified Sirius Executives for all wrong doing! If anyone would like to talk send me your number in a private message and I will be happy to call back!

Why would the restructuring of debt in a post-merger transaction affect the value of the deal. Sirius went into this transaction knowing that a certain amount of XM's debt would need to be taken care of.

Are you suggesting that because the rest of $1 billion plus debt that needs to be renegotiated that the value of XMSR is lower than when the transaction was proposed?

It's not like XMSR went out and added $1 billion of unforseen debt to their capital structure.

I keep getting crucified on this one, but I ask this without answer. Where in DC does anyone think that xm is getting 400 million dollars? They do not have it. It will have to come from Sirius which in my opinion....well...you already know my opinion.

The approved proxy states:

Adjustments to Prevent Dilution

The stock exchange ratio will be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into SIRIUS common stock or XM common stock), reorganization, recapitalization, reclassification or other like change with respect to SIRIUS common stock or XM common stock having a record date on or after the date of the merger and prior to the completion of the merger.

WASHINGTON , July 21 /PRNewswire-FirstCall/ -- XM Satellite Radio Holdings Inc. (Nasdaq: XMSR) announced today that it is launching an offering of $400 million aggregate principal amount of new senior notes. The offering is part of a series of transactions to refinance certain debt of XM in connection with the pending merger with SIRIUS Satellite Radio Inc. The offering will be structured in a manner that will permit it to be unwound if the merger is not consummated. The closing of the pending merger remains subject to the approval from the Federal Communications Commission and satisfaction of other applicable conditions.

The notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), to persons outside of the United States pursuant to Regulation S under the Securities Act and applicable private placement exemptions in such jurisdictions. The notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements.